ADT 2012 Annual Report Download - page 51

COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
This section presents information concerning compensation arrangements for fiscal year 2012 and the post-
Separation (defined below) programs for fiscal year 2013 for our named executive officers. Our named executive
officers are our chief executive officer, chief financial officer and the three most highly compensated ADT
executive officers based on their fiscal year 2012 compensation with Tyco. Our named executive officers for
2012 are listed below.
ADT Named Executive Officers Pre-Separation Role at Tyco
Naren Gursahaney
Chief Executive Officer
President of Tyco Security Solutions
Kathryn Mikells
Chief Financial Officer
Chief Financial Officer of ADT North America
Residential
Donald Boerema
Chief Corporate Development Officer
Chief Marketing Officer of ADT North America
Residential
Mark Edoff
Senior Vice President of Business Operations
Optimization
Chief Financial Officer of Tyco Security Solutions
Anita Graham
Chief Human Resources and Administrative Officer
Vice President of Human Resources of Tyco
Security Solutions
On September 28, 2012, the Company became an independent, publicly-traded company as a result of
Tyco’s distribution, on a pro rata basis, of all of the shares of ADT to Tyco stockholders (the “Separation” or the
“Spin-off”). The strategic rationale for the Separation was to provide ADT with direct and differentiated access
to capital markets and to allow the Company greater strategic focus of financial resources on activities that
provide the most value to stockholders.
Prior to the Separation, the Company operated within the Tyco Security Solutions business unit, our named
executive officers were employed by Tyco, and their compensation was determined by the Tyco Compensation
and Human Resources Committee or its designees (the “Tyco Compensation Committee”) under Tyco programs.
While we are required to disclose the compensation of our named executive officers and decisions made with
respect to their compensation during fiscal year 2012, this disclosure reflects compensation under Tyco programs
pursuant to the Tyco compensation philosophy and does not necessarily reflect the compensation our named
executive officers receive following the Separation. However, many of our compensation programs are based on
the Tyco compensation programs, and the historical information concerning compensation of our named
executive officers gives context to our new pay practices at ADT.
Where compensation decisions have been made with respect to fiscal year 2013, we have included a
description of those decisions and compensation programs in order to provide a clearer picture as to the
implementation of ADT’s compensation philosophy following the Separation. As described in further detail
below, we have redesigned our fiscal year 2013 compensation program to support our strategic priorities as an
independent Company that include strengthening our core business and extending our market leadership by
leveraging our industry leading brand name, superior scale, and expansive dealer network. Additionally, our new
compensation program is tailored to reinforce our future growth initiatives aimed at driving both short- and long-
term profitability, including our investments in technology, people, and products that will drive both the
acquisition of new customers and the retention of existing customers, as well as the penetration of existing
customer relationships with new services, such as interactive monitoring and home automation capabilities. As a
newly independent public company, we are not able to compare our total shareholder returns to the total
shareholder returns of other companies in our industry or the S&P 500. However, we have designed our
executive compensation programs to reward our executive management team for strong Company performance
and an increase in value for our stockholders. In addition, we will be tracking total shareholder return compared
to our peer group and will consider making it part of the executive compensation program.
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